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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Forward sale contract (obligation to sell) | (1) (2) (3) | 04/23/2012 | J/K(1)(2)(3) | 950,000 | 04/23/2012 | 04/23/2012 | Common Stock | 950,000 | (1) (2) (3) | 3,800,000 | D | ||||
| Forward sale contract (obligation to sell) | (1) (2) (3) | 04/24/2012 | J/K(1)(2)(3) | 950,000 | 04/24/2012 | 04/24/2012 | Common Stock | 950,000 | (1) (2) (3) | 2,850,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| PULTE WILLIAM J 8111 BAY COLONY DRIVE #2001 NAPLES, FL 48304 |
X | |||
| /s/ Jeffrey K. Eckles, by Power of Attorney | 04/25/2012 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On April 23, 2012 and April 24, 2012 the reporting person executed trades relating to the first and second components, respectively, of a prepaid variable forward sale contract that was entered into by the reporting person on February 9, 2009, and amended on April 22, 2010, with an unaffiliated third party buyer (the "Forward Contract"). The Forward Contract obligated the reporting person to deliver to the buyer up to 4,750,000 shares of PulteGroup, Inc. ("PHM") common stock (or, at the reporting person's election, an equivalent amount of cash based on the market price of PHM common stock at that time) ratably over a five day period based on the market price of PHM common stock on April 23, 24, 25, 26 and 27, 2012 (each, a "Maturity Date"). In exchange for assuming this obligation, the reporting person received a cash payment of $42,337,803.30. (Continued in footnote 2) |
| (2) | The reporting person pledged 4,750,000 shares of PHM common stock to secure his obligations under the Forward Contract, and retained voting and certain dividend rights in the pledged shares during the term of the pledge. The number of shares of PHM common stock to be delivered to the buyer following the maturity of the Forward Contact was to be determined on each Maturity Date, as follows: (a) if the closing price of a share of PHM common stock on such Maturity Date (the "Settlement Price") was less than or equal to $11.1047, the reporting person would deliver to the buyer 950,000 shares of PHM common stock (i.e., the ratable portion of 4,750,000 shares of PHM common stock to be delivered with respect to each Maturity Date); (Continued in footnote 3) |
| (3) | (b) if the Settlement Price was between $11.1047 and $17.4991, the reporting person would deliver to the buyer a number of shares of PHM common stock equal to 950,000 multiplied by a fraction, the numerator of which is $11.1047 and the denominator of which is the Settlement Price; and (c) if the Settlement Price was equal to or greater than $17.4991, the reporting person would deliver to the buyer the number of shares of PHM common stock equal to 950,000 multiplied by a fraction, the numerator of which is $11.1047 plus the excess of the Settlement Price over $17.4991, and the denominator of which is the Settlement Price. The Settlement Prices for April 23, 2012 and April 24, 2012 were $8.22 and $8.60, respectively. Accordingly, the reporting person will deliver 950,000 shares of PHM common stock to the buyer on the third business day following each of these two Maturity Dates. |
| (4) | Beneficial ownership of these shares is disclaimed. Represents units of the PulteGroup, Inc. Stock Fund of the PulteGroup, Inc. 401(k) Plan (the "Fund"). The Fund consists of cash and shares of PHM common stock in amounts that vary from time to time. The units represented 8,139.38 shares of PulteGroup, Inc. common stock held in the Fund as of April 23, 2012. |
| (5) | Represents units of the PulteGroup, Inc. Stock Fund of the PulteGroup, Inc. 401(k) Plan (the "Fund"). The Fund consists of cash and shares of PHM common stock in amounts that vary from time to time. The reporting person's units represented 115,693.16 shares of PulteGroup, Inc. common stock held in the Fund as of April 23, 2012. |